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MZR - Mazor Group Limited - Introduction of Global Capital (Pty) Limited
("Global Capital") as a Strategic Partner and Withdrawal of Cautionary
Announcement
MAZOR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/017221/06)
Share code: MZR & ISIN: ZAE000109823
("Mazor" or "the Company")
INTRODUCTION OF GLOBAL CAPITAL (PTY) LIMITED ("GLOBAL CAPITAL") AS A STRATEGIC
PARTNER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement published on 1 July 2009, shareholders
are advised that Mazor has entered into a sale of shares agreement ("the
agreement") in terms of which it will sell 12 284 722 Mazor shares, constituting
10% of the entire issued share capital of the Company, which are presently held
as treasury shares in terms of Section 89 of the Companies Act, to Global
Capital for a price of R2.225 per Mazor share, being an aggregate consideration
of R27 333 506 ("the Issue").
2. Background to Global Capital
Established in 1998, Global Capital is a boutique Investment Banking and Private
Equity firm based and operating in South Africa as well as in Australia. Global
Capital plays an active role in each of its investments providing the experience
and unique network of contacts to help assist companies reaching the next stage
of their development.
3. Rationale for the Issue
In line with Mazor`s strategy of making meaningful acquisitions, thereby
diversifying its revenue stream, Global Capital`s private equity experience
should prove invaluable. Global Capital`s track record highlights its ability to
add value through the provision of strategic input in each of its underlying
investments.
4. Salient terms of the Issue
Salient features of the Issue include inter alia:
4.1 The effective date of the Issue will be the third business day after
all conditions precedent have been fulfilled;
4.2 The consideration represents a sales price of R2.225 per sale share,
representing a discount of 6.57% to the weighted average traded price
of Mazor shares over the 30 business days prior to the agreement being
signed;
4.3 Global Capital shall be entitled to nominate its representative for
appointment as a director of the Company;
4.4 Liat Mazor and Ronen Mazor, executive directors of the Company, have
undertaken to vote in favour of the appointment of Global Capital`s
nominee to the board of directors of the Company, unless they have
reasonable reasons for objecting to the appointment of the nominee in
question; and
4.5 Should Global Capital desire to sell any of the shares acquired in
terms of the agreement, it is obliged to offer such shares to Mazor,
who shall be entitled to repurchase such shares.
5. Condition precedent
The Issue is subject to the fulfilment of the following suspensive
condition:
5.1 The requisite regulatory and shareholder approvals being obtained
prior to 30 September 2009.
6. Pro forma financial effects of the Issue
The unaudited pro forma financial effects of the Issue, as set out below, are
based on Mazor`s results for the year ended 28 February 2009. The unaudited pro
forma financial effects are presented for illustrative purposes only, to provide
information on the impact of the Issue. Due to the nature of the unaudited pro
forma financial effects, they may not give a fair representation of Mazor`s
financial position and the results of its operations after the Issue. Mazor`s
directors are responsible for the preparation of the unaudited pro forma
financial effects. It has been assumed for purposes of the pro forma financial
effects that the Issue took place with effect from 1 March 2008 for income
statement purposes and 28 February 2009 for balance sheet purposes.
Audited
results
for the
year Adjusted
ended 28 audited After Chang
February results the e (%)
2009 (1) (2) Issue
(3)
Earnings per share (Cents) 52.1 51.8 49.4 (4.7)
Diluted earnings per share 52.1 51.8 49.4 (4.7)
(Cents)
Headline earnings per share 52.1 51.9 49.4 (4.7)
(Cents)
Diluted headline earnings per 52.1 51.9 49.4 (4.7)
share (Cents)
Net asset value per share (Cents) 175.0 175.2 177.7 1.4
Net tangible asset value per 167.6 167.8 171.1 1.9
share (Cents)
Total number of shares in issue 110 714 110 189 122 474
less treasury shares (000`s) 121 625 347
Weighted average number of 122 144 122 701 122 701
ordinary shares (000`s) 601 674 674
Diluted weighted average number 122 144 122 701 122 701
of ordinary shares (000`s) 601 674 674
Notes:
1. Extracted from the audited financial statements of Mazor for the year
ended 28 February 2009.
2. The "Adjusted audited results" column has taken account of the
following:
a. The weighted average number of ordinary shares in issue has been
adjusted to remove the effect of the repurchase of shares, which
form subject of the shares issued to Global Capital, during the
year ended 28 February 2009; and
b. Shares repurchased after the balance sheet date, which form
subject of the shares issued to Global Capital, have been
accounted for in terms of the revised balance sheet.
3. The "After the Issue" column has taken account of the following:
a. In terms of IFRS 2, the difference between the purchase price in
terms of the Issue and the market value of Mazor shares being the
closing price on 4 August 2009, has been recognised as a share-
based payment expense, this is viewed as being a non-recurring
expense. The actual expense will be determined on the date the
necessary shareholder approval has been obtained;
b. Interest earned on the cash received from the Issue in excess of
cash utilsed to repurchase shares, which form subject of the
shares issued to Global Capital, has not been accounted for; and
c. The after-tax profit on the sale of treasury shares has been
accounted for on the balance sheet under retained income.
7. Circular to shareholders
A circular to shareholders setting out full details of the Issue and
incorporating the notice of the general meeting and form of proxy will be
distributed to shareholders in due course.
8. Withdrawal of cautionary announcement
Caution is no longer required to be exercised by shareholders when dealing in
the Company`s securities and accordingly, the cautionary announcement released
by Mazor on 1 July 2009 is hereby withdrawn.
Cape Town
6 August 2009
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 06/08/2009 10:53:04 Supplied by www.sharenet.co.za
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